§425E-1107  Articles of merger.  (a) 
After a plan of merger is approved, articles of merger shall be signed on
behalf of each limited partnership and each other entity that is a party to the
merger, and shall be delivered to the director for filing.  The articles shall
set forth:



(1)  The name and jurisdiction of each entity that is
a party to the merger, and the name, address, and jurisdiction of the surviving
entity;



(2)  A statement that the plan of merger has been
approved by each entity that is a party to the merger;



(3)  A statement indicating any changes in the
organizing articles of the surviving entity to be given effect by the merger;
provided that if no changes are made, a statement that the organizing articles
of the surviving entity shall not be amended pursuant to the merger;



(4)  The future effective date (which shall be a date
certain) of the merger if it is not to be effective upon the filing of the
articles of merger; provided that the effective date shall not be more than
thirty days from the filing date; and



(5)  A statement that includes:



(A)  An agreement that the surviving entity may
be served with process in this State in any action or proceeding for the
enforcement of any liability or obligation of any entity previously subject to
suit in this State that is to merge;



(B)  An irrevocable appointment of a resident
of this State as its agent to accept service of process in a proceeding under
subparagraph (A), that includes the resident's street address in this State;
and



(C)  An agreement for the enforcement, as
provided in this chapter, of the right of any dissenting member, shareholder,
or partner to receive payment for their interest against the surviving entity.



(b)  If the articles of merger provide for a
future effective date, and:



(1)  The plan of merger is amended to change the
future effective date;



(2)  The plan of merger permits the amendment of the
articles of merger to change the future effective date without an amendment to
the plan of merger; or



(3)  The plan of merger is amended to change any other
matter contained in the articles of merger so as to make the articles of merger
inaccurate in any material respect, prior to the future effective date;



then the articles of merger shall be amended by
filing with the director a certificate of amendment that identifies the
articles of merger and sets forth the amendment to the articles of merger.



If the articles of merger provide for a future
effective date and if the plan of merger is terminated prior to the future
effective date, the articles of merger shall be terminated by filing with the
director a certificate of termination that identifies the articles of merger
and states that the plan of merger has been terminated.



(c)  Articles of merger shall operate as an
amendment to the limited partnership's organizing articles. [L 2003, c 210, pt
of §1; am L 2004, c 121, §40; am L 2006, c 184, §30]